Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
FREEMAN GEORGE C III
 2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL CORP /VA/ [UVV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)

1501 NORTH HAMILTON STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2006
(Street)


RICHMOND, VA 23230		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 03/31/2006   I 480 A $ (1) 9,837 (1) D  
Common Stock-ESPP 03/31/2006   I 591 A $ (2) 2,298 (2) I (3) shares held in the employee stock purchase plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to buy common stock $ 36.4             (4) 12/06/2011 Common Stock
3,334
  3,334
D
 
Options to buy common stock (5) $ 42.82           12/17/2003 12/05/2012 Common Stock
3,506
  3,506
D
 
Options to buy common stock (5) $ 35.67           06/05/2003 12/05/2012 Common Stock
25,632
  25,632
D
 
Options to buy common stock (5) $ 43.08           06/17/2004 12/05/2012 Common Stock
4,144
  4,144
D
 
Options to buy common stock (5) $ 47.28           12/17/2004 12/05/2012 Common Stock
4,144
  4,144
D
 
Options to buy common stock (5) $ 48.21           06/17/2005 12/05/2012 Common Stock
5,671
  5,671
D
 
phanton stock units 1 for 1 (6)   03/31/2006   A 67     (6)   (6) Common Shares
67
(6) 74
D
 
Options to buy Common Stock (5) $ 46.34           12/31/2005 05/23/2015 Common Stock
10,000
  10,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FREEMAN GEORGE C III
1501 NORTH HAMILTON STREET
RICHMOND, VA 23230		       General Counsel  

Signatures

George C. Freeman, III by Terri L. Marks, Power of Attorney 05/07/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) includes 480 shares previously owned in the stock purchase plan and 2,500 restricted stock units. The restricted stock units vest on the fifth anniversary of the award date, however, payment will be delayed until termination of service if individual is a covered employee under Code Section 162(m) on the date of vesting.
(2) includes 591 shares acquired from 4/1/05 through 3/31/06 in the stock purchase plan
(3) shares held in the stock purchase plan
(4) after a 12 month period of the grant date, 1/3 of total shares is exercisable and an additional 1/3 for each aniversary date after that for 3 such periods.
(5) options issued under the executive stock plan
(6) the phantom stock units were acquired under the ULT Supplemental Stock Purchase Plan on a periodic basis during the fiscal year ended March 31, 2006. Each phantom unit will be settled in cash upon the earlier of death, disability, retirement or termination of employment.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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